EXHIBIT 4.1

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK WHICH MAY BE  PURCHASED  UPON THE
EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED  SOLELY FOR  INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE  SECURITIES  LAWS.  SUCH  SECURITIES  MAY NOT BE SOLD,  OFFERED  FOR SALE,
PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF SUCH  REGISTRATION  OR AN OPINION OF
COUNSEL  SATISFACTORY  TO THE  COMPANY AND ITS  COUNSEL  THAT SUCH SALE,  OFFER,
PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS  DELIVERY
REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.

                                   DTOMI, INC.

                    COMMON STOCK PURCHASE WARRANT CERTIFICATE


No. __________

            THIS  CERTIFIES  THAT,  for value  received,  ________________  (the
"Holder") is entitled to subscribe  for and purchase  _______________  shares of
the common stock (the "Shares") of Dtomi,  Inc. (the "Company"),  at an exercise
price of $.18 per  share  (the  "Exercise  Price"),  subject  to the  terms  and
conditions set forth herein.

     1. Method of Exercise.

         (a) Exercise by the Holder.  The purchase  rights  represented  by this
Warrant may be exercised by the Holder, in part or in whole, by the surrender of
this Warrant (with the notice of exercise form attached hereto as Exhibit A duly
executed)  at the  principal  office of the  Company,  and by the payment to the
Company, by certified,  cashier's or other check acceptable to the Company or by
wire transfer to an account designated by the Company, of an amount equal to the
Exercise  Price of the Shares  being  purchased,  at any time  before 5:00 P.M.,
E.S.T.,  on December 31, 2006,  unless the Warrant has been called,  pursuant to
Section 1(b) herein, in which case it shall expire at 5:00 P.M.,  E.S.T., on the
last day of the Mandatory Warrant Exercise Period, as defined herein.

         (b)  Warrant  Call.  The Company may call the Warrant at any time after
the closing  bid price for the common  stock of the Company has been at or above
$0.60 per share for five (5) consecutive trading days,  regardless of whether an
SB-2  Registration  Statement  has been filed or declared  effective by the U.S.
Securities and Exchange Commission (the "SEC").

                  (i) The Warrant  shall  expire  forty-five  (45) days from the
date the Warrant is called (the "Call Date") by the Company.  The forty-five day
period from the Call Date is hereinafter  referred to as the "Mandatory  Warrant
Exercise Period".

                  (i) Notice of Warrant Call.  The Company shall provide  notice
of its intent to call the Warrant,  pursuant to Section 10 herein,  by providing
the Holder with the Notice of Warrant Call Form attached hereto as Exhibit B.

         (c) Stock  Certificates.  In the event of any  exercise  of the  rights
represented by this Warrant,  certificates  for the Shares so purchased shall be
delivered to the Holder  within a reasonable  time and,  unless this Warrant has
been fully  exercised  or has expired,  pursuant to Section  1(a) herein,  a new
Warrant  representing the balance of the shares not exercised shall be issued to
the Holder within a similarly reasonable time.

     2. Stock Fully Paid; Reservation of Shares. All of the Shares issuable upon
the exercise of the rights  represented by this Warrant will,  upon issuance and
receipt of the Exercise Price  therefor,  be fully paid and  nonassessable,  and
free from all taxes, liens and charges with respect to the issue thereof. During
the period within which the rights represented by this Warrant may be exercised,
the  Company  shall at all times  have  authorized  and  reserved  for  issuance
sufficient  shares of its common stock to provide for the exercise of the rights
represented by this Warrant.


<PAGE>

     3.  Registration  Rights.  The Company shall file a registration  statement
with the SEC on Form SB-2  covering the common stock  issuable  upon exercise of
the Warrants (the "Registration Statement").

         (a) The  Company  shall use its best  efforts to  prepare  and file the
Registration  Statement  within Sixty (60) days of the  Closing,  defined as the
date on which the Parties exchange all necessary deliverables under that certain
Subscription Agreement executed between the Company and the Holder.

         (b)The  Company  shall use its best  efforts to cause the  Registration
Statement  to  become  effective  as  soon  as  practicable,   however,  if  the
Registration  Statement  is not  declared  effective  on or prior to January 31,
2004,  the  Company  shall be  required  to issue  additional  warrants  to each
investor as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------- ----------------------------------------
                                                                     ADDITIONAL WARRANT TO PURCHASE
                                                                            COMMON STOCK AS A
DATE REGISTRATION STATEMENT                                                 % OF THE WARRANT
                      BECOMES EFFECTIVE                                  INCLUDED IN THE UNITS
---------------------------------------------------------------- ----------------------------------------
<S>                                                                               <C>
  Between July 15, 2003 and January 31, 2004                                      0%
  Between February 1, 2004, and February 29, 2004                                 6%
  Between March 1, 2004 and March 31, 2004                                        9%
  April 1, 2004 and thereafter                                                   12%
---------------------------------------------------------------- ----------------------------------------
</TABLE>

         (c) The  Company  shall use its best  efforts to keep the  Registration
Statement effective until December 31, 2006.

         (d) After the Registration  Statement becomes effective,  the investors
may  publicly  sell the Shares of Common  Stock  issuable  upon  exercise of the
Warrant.

         (e) The cost of the registration of the Registrable  Securities will be
at the Company's expense,  except for the Investor's attorney's fees which shall
be borne by the Investor.

     4. Adjustments.  Subject to the provisions of Section 5 hereof,  the number
and kind of  securities  purchasable  upon the  exercise of this Warrant and the
Exercise Price  therefor  shall be subject to adjustment  from time to time upon
the occurrence of certain events, as follows:

          (a) Reclassification. In the case of any reclassification or change of
securities of the class  issuable  upon  exercise of this Warrant  (other than a
change in par value,  or from par value to no par value, or from no par value to
par value,  or as a result of a subdivision or  combination),  or in case of any
merger of the Company with or into another corporation (other than a merger with
another  corporation  in which the Company is the  acquiring  and the  surviving
corporation  and  which  does not  result in any  reclassification  or change of
outstanding  securities  issuable upon exercise of this Warrant),  or in case of
any sale of all or substantially all of the assets of the Company,  the Company,
or such  successor  or  purchasing  corporation,  as the case may be, shall duly
execute  and  deliver to the holder of this  Warrant a new  Warrant (in form and
substance reasonably satisfactory to the holder of this Warrant), or the Company
shall make appropriate  provision without the issuance of a new Warrant, so that
the holder of this Warrant shall have the right to receive,  at a total purchase
price not to exceed that payable upon the exercise of the unexercised portion of
this  Warrant,  and in lieu of the shares of Common Stock  theretofore  issuable
upon exercise of this Warrant, (i) the kind and amount of shares of stock, other
securities,  money and property receivable upon such  reclassification,  change,
merger  or sale by a holder  of the  number  of  shares  of  Common  Stock  then
purchasable under this Warrant,  or (ii) in the case of such a merger or sale in
which  the  consideration  paid  consists  all or in part of assets  other  than
securities  of the  successor or  purchasing  corporation,  at the option of the
Holder  of  this  Warrant,   the  securities  of  the  successor  or  purchasing
corporation having a value at the time of the transaction equivalent to the fair
market value of the Common Stock at the time of the transaction.  The provisions
of this subparagraph (a) shall similarly apply to successive  reclassifications,
changes, mergers and transfers.


<PAGE>

          (b) Stock Splits,  Dividends and  Combinations.  In the event that the
Company shall at any time  subdivide the  outstanding  shares of Common Stock or
shall  issue a stock  dividend  on its  outstanding  shares of Common  Stock the
number of Shares  issuable  upon exercise of this Warrant  immediately  prior to
such   subdivision   or  to  the  issuance  of  such  stock  dividend  shall  be
proportionately  increased,  and the  Exercise  Price  shall be  proportionately
decreased,  and in the event  that the  Company  shall at any time  combine  the
outstanding  shares of Common Stock the number of Shares  issuable upon exercise
of this Warrant  immediately prior to such combination shall be  proportionately
decreased, and the Exercise Price shall be proportionately increased,  effective
at the close of  business  on the date of such  subdivision,  stock  dividend or
combination, as the case may be.

     5.  Notice of  Adjustments.  Whenever  the  number  of  Shares  purchasable
hereunder or the Exercise Price thereof shall be adjusted  pursuant to Section 3
hereof,  the  Company  shall  provide  notice to the Holder  setting  forth,  in
reasonable  detail,  the  event  requiring  the  adjustment,  the  amount of the
adjustment,  the method by which such adjustment was calculated,  and the number
and class of shares which may be  purchased  thereafter  and the Exercise  Price
therefor after giving effect to such adjustment.

     6.  Representations  of  the  Company.  The  Company  represents  that  all
corporate  actions  on the part of the  Company,  its  officers,  directors  and
shareholders  necessary for the sale and issuance of the Shares  pursuant hereto
and the performance of the Company's  obligations  hereunder were taken prior to
and are effective as of the effective date of this Warrant.

     7.  Representations and Warranties by the Holder. The Holder represents and
warrants to the Company as follows:

          (a) This Warrant and the Shares  issuable  upon  exercise  thereof are
being  acquired for its own account,  for  investment and not with a view to, or
for resale in connection  with,  any  distribution  or public  offering  thereof
within the meaning of the Securities  Act of 1933, as amended (the "Act").  Upon
exercise of this  Warrant,  the Holder  shall,  if so  requested by the Company,
confirm in writing,  in a form satisfactory to the Company,  that the securities
issuable upon exercise of this Warrant are being acquired for investment and not
with a view toward distribution or resale.

          (b) The Holder  understands  that the  Warrant and the Shares have not
been  registered  under  the Act by reason of their  issuance  in a  transaction
exempt from the  registration  and prospectus  delivery  requirements of the Act
pursuant  to  Section  4(2)  thereof,  and that they must be held by the  Holder
indefinitely,  and that the Holder must therefore bear the economic risk of such
investment  indefinitely,  unless a subsequent disposition thereof is registered
under the Act or is exempted from such registration.

           (c) The Holder has such  knowledge  and  experience  in financial and
business  matters that it is capable of  evaluating  the merits and risks of the
purchase  of this  Warrant and the Shares  purchasable  pursuant to the terms of
this Warrant and of protecting its interests in connection therewith.

           (d) The Holder is able to bear the  economic  risk of the purchase of
the Shares pursuant to the terms of this Warrant.

7. Restrictive Legend.

               The Shares (unless  registered under the Act) shall be stamped or
imprinted with a legend in substantially the following form:


<PAGE>

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED.  SUCH
SHARES MAY NOT BE SOLD OR  TRANSFERRED  IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS THE COMPANY  RECEIVES AN OPINION OF COUNSEL  REASONABLY  ACCEPTABLE TO IT
STATING  THAT  SUCH  SALE OR  TRANSFER  IS  EXEMPT  FROM  THE  REGISTRATION  AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

     8. Transfer of Warrants.  Notwithstanding  anything to the contrary herein,
nothing shall prevent Holder from  transferring  the Warrant if the  disposition
thereof is exempt from registration under the Act.

     9. Rights of Shareholders.  No holder of this Warrant shall be entitled, as
a Warrant  holder,  to vote or receive  dividends or be deemed the holder of any
Shares or any other  securities of the Company which may at any time be issuable
on the exercise hereof for any purpose,  nor shall anything  contained herein be
construed to confer upon the holder of this Warrant,  as such, any of the rights
of a  stockholder  of the  Company  or any  right  to vote for the  election  of
directors or upon any matter  submitted to shareholders at any meeting  thereof,
or to give or  withhold  consent  to any  corporate  action  (whether  upon  any
recapitalization,  issuance of stock,  reclassification  of stock, change of par
value, consolidation,  merger, conveyance, or otherwise) or to receive notice of
meetings,  or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised and the Shares  purchasable  upon the exercise
hereof shall have become  deliverable,  as provided  herein.  The holder of this
Warrant  will not be entitled to share in the assets of the Company in the event
of a liquidation, dissolution or the winding up of the Company.

     10.  Notices.  All notices,  requests,  consents  and other  communications
hereunder  shall be in  writing  and  shall be deemed to have been duly made and
sent when delivered,  or mailed by registered or certified mail,  return receipt
requested:

         (a) If to a Holder, to the address of such Holder as shown on the books
of the Company; or

         (b) If to the Company, to the address set forth herein or to such other
address as the Company may designate by notice to the Holders.

     11.  Governing  Law.  This  Warrant  and all  actions  arising out of or in
connection  with this Agreement shall be governed by and construed in accordance
with the laws of the State of Washington, without regard to the conflicts of law
provisions of the State of Washington or of any other state.


Issued this ____ day of November, 2003.

                                        DTOMI, INC.


                                        ------------------------------------
                                        By: David M. Otto
                                        Its:   Secretary



<PAGE>



                                    EXHIBIT A

                               NOTICE OF EXERCISE


TO:      Dtomi, Inc.
         200 Ninth Avenue, Suite 220
         Safety Harbor, Florida 34965

     1. The undersigned hereby elects to purchase __________ Shares of Dtomi,
Inc. pursuant to the terms of the attached Warrant.

     2. The  undersigned  elects to exercise the attached  Warrant by means of a
cash payment,  and tenders  herewith or by concurrent  wire transfer  payment in
full for the purchase  price of the shares being  purchased,  together  with all
applicable transfer taxes, if any.

     3. Please issue a certificate or certificates  representing  said Shares in
the name of the undersigned or in such other name as is specified below:

                    Name:    _____________________________
                    Address: _____________________________


     4. The undersigned hereby represents and warrants that the aforesaid Shares
are being  acquired for the account of the  undersigned  for  investment and not
with a view to, or for resale, in connection with the distribution  thereof, and
that the undersigned has no present  intention of distributing or reselling such
shares and all  representations  and warranties of the  undersigned set forth in
Section 6 of the attached Warrant are true and correct as of the date hereof.


                                             By:  ______________________________
                                             Name: _____________________________
                                             Its: ______________________________


<PAGE>



                                    EXHIBIT B

                         FORM OF NOTICE OF WARRANT CALL

         Dtomi,  Inc.  ("Dtomi") hereby  irrevocable  elects to call the warrant
represented by Warrant Certificate No. ___ (the Warrant"), pursuant to the terms
and  conditions  set forth  therein,  effective on the date set forth below (the
"Call Date"). The Warrant shall expire forty-five (45) days from the Call Date.

Dated: ______________, 20___.

DTOMI, INC.




-------------------------
By: _____________________
Its: _____________________